what do we need to decide?
- Do we have members or not?
- where do members come from? How are they defined? what are their privileges and responsibilities
- do we have chapters? how are they defined? what are their privileges and responsibilities?
- what is the board? how does it work? where does it come from?
- how are the bylaws amended?
- 1 Comments from Tim Hwang
- 2 Comments from Elizabeth Stark
- 3 Board of directors voting method
- 4 Ratification procedure
- 5 "Main web site"
- 6 Chapter membership
- 7 Becoming a chapter: acceptance of bylaws
- 8 Chapter dues
- 9 Terminology: "national organization" vs. "Organization"
- 10 Terminology: "bylaws" vs. "by-laws"
- 11 Name: "Students for Free Culture" vs. "FreeCulture.org"
- 12 Terminology: "Facilitator" vs. "Executive Director"
- 13 Organization structure: Revitalizing the Core Team
Comments from Tim Hwang
By Nelson's request, I'm providing some observations on the by-laws that I brought up briefly at the Free Culture administrative meeting that I think might be potentially problematic or could be better fleshed out before we potentially take this to a vote.
First, it seems that there's some ambiguities worth addressing --
- Article 4, Section 1.2 -- How will the board of directors choose the chair? Majority vote? Consensus?
- Article 4, Section 1.2 -- Since the position of exec director is so new for National Free Culture, it seems like it'd be good to provision how an executive director would be removed in the same way it's detailed for chapters.
- Article 4, Section 2 -- The phrase "day-to-day" seems broadly and somewhat vaguely defined. If FC really will be funding the salary of an executive director or otherwise, it seems useful to provide a (non-comprehensive but nonetheless substantial) job description. -- Press inquiries, for example.
- Can we provide that the board of directors meetings will be transparent (and how they will be?)
- Can we provide that the executive director will not be a member of the board of directors? (it's small, but worth stating explicitly)
Then, there's a set of concerns I had that discuss what's already in the bylaws
- Article 3, Section 2 -- So long as a commitment exists to having board meetings more regularly or having ad hoc connection through an irc channel -- it seems good to have the board of directors decide on approving chapters.
- Article 3, Section 5 -- Similarly, removal seems like something that should be done by the board of directors. Particularly after our discussion pointing out that the removal for inactivity happens anyways through the registration clause.
- Article 4, Section 2 -- There seems like there might be a conflict whereby the board of directors is given the powers to appoint their own directors and teams, and the executive director is as well. It might create bigger difficulties when these executive positions could be paid. In that case, I think the power to create new committees and executive positions should be given to the board, with the appointing power struck from this section on the executive director.
- Article 4, Section 2 -- This was discussed during the meeting, but "Executive Director" might give the wrong connotation about the position's role. This debate is to a certain degree semantical, but I think is worth considering.
--Tim 10:53, 30 May 2007 (JST)
Comments from Elizabeth Stark
Initial Comments (to be continued..)
- I believe it is important to make clear that the Executive Director (or whatever we're going to call it) cannot be a member of the board.
- As Discussed at the Harvard meeting, it appears that ED is probably not the best name for the job ((Inter)national Coordinator?)
- What happens when we do not have sufficient funding and thus do not have an ED? There should be a provision in there for that.
- I don't agree with the one vote per chapter scenario. What about a chapter that consists of one person versus thirty people? What if those thirty people cannot agree on votes? Also, what about standalone members of the org? We need to come up with a better solution for this, and some eligibility criteria for voting.
- When voting, we should use a preferential system like one of those that Mako developed 
- Suggestion of allowing others to nominate people for board elections, such as adding in "Current or former members of the organization may nominate someone to run for the board, in which case, the nominee must accept. A candidate may also nominate him or herself to run." in Section 1.1.
- Why no appeals for chapter removal by the board? I think we need to give the opportunity for at least one appeal.
- Why will all assets be given to the EFF if the organization dissolves? Just wondering why it's only the EFF..
--Elizabeth18:46, 16 July 2007 (JST)
Board of directors voting method
Politics geek moment: Assume for the moment that the body of voters for the board of directors is composed of chapter representatives. How will the vote take place? Do they get one vote, or as many votes as there are open seats? Or instant runoff voting? Or, god help me, Condorcet voting?? That's a little silly, but in all seriousness I think the voting system should be spelled out in the bylaws. -- Karen 07:55, 18 July 2007 (JST)
As discussed in the 2007-07-17 meeting of the board of directors, the bylaws lacks an important piece of information in the ratification procedure. In other words, there's no way of knowing when the bylaws have been ratified.
The consensus was: the bylaws need to specify how the bylaws are ratified; and furthermore, that the best way to do this is to by 3/4 affirmative vote of the chapters registered and voting.
I think the best way to add this to the bylaws is to make a new article. The most logical place for this new article is before the current Article V, pushing back the later articles; thus, the current Article V becomes VI, and the current VI becomes VII.
Here's my proposed text for the (new) Article V.
Article V: Ratification
Chapters shall have no less than seven (7) days to vote on ratification of the bylaws.
Each chapter shall submit a vote to approve or to disapprove the ratification of the bylaws, as per the procedures of that chapter, by the chapter's president.
The votes shall be recorded by an independent, trusted third party, which shall not reveal the votes until the voting period closes. Upon the closing of the voting period, the vote of each chapter shall be publicly disclosed.
These bylaws shall be considered as ratified upon approval by three-fourths of the chapters registered and voting.
"Main web site"
From Article I:
The main web site of the organization shall be http://freeculture.org/
- Shouldn't that sentence have a period at the end?
- Shouldn't "web" be capitalized? (see World Wide Web)
- Is it really the main Web site we're concerned with, or the main domain name? TWINTI: the Web is not the Internet.
--Gavin 13:02, 22 July 2007 (JST)
Article III, Section 1:
Membership in the Organization shall be limited to chapters duly recognized by the processes contained in these By-laws and adopted by the Board of Directors.
My question is about the ... and adopted by the Board of Directors part. What does that mean?
At the least, it's unclear, and I recommend clarifying it in RC2.
I think what it's supposed to mean is, "... and whatever other procedures the Board comes up with." If that's the case I'd recommend ... and as enumerated by the Board of Directors -- or "engrossed," or something like that. I'm looking for a word that means "as-added-to". --Gavin 13:19, 22 July 2007 (JST)
Becoming a chapter: acceptance of bylaws
Article III, Section 2. Becoming a Chapter:
Each prospective chapter must designate an individual to be the offical liaison with the Organization. The chapter must then register with the national organization through a method established by the Board of Directors. This process includes submitting a form containing complete contact information for the official liaison, information regarding the chapter's current membership and status and an endorsement of the national organization's mission. An officer designated by the Executive Director will then interview the chapter contact and present their recommendations to the Executive Director for approval.
Should the requirements for membership include accepting FreeCulture.org's bylaws, or indicating "I understand that FreeCulture.org is bound by its Bylaws, in their most recent revision, I agree to comply with them..."? --Gavin 13:27, 22 July 2007 (JST)
Article III, Section 3. Chapter Dues:
The Board of Directors shall have the authority to adopt membership dues by a majority vote. At the time of the adoption of these by-laws, there are no dues required for membership in the Organization.
I think the chapters should decide if there will be dues; which is to say, we should write the bylaws to say "there are no dues," and if the chapters want to change that, they can go through the process to amend the bylaws. (That amendment would presumably state who would set the dues, be it the board, vote of the chapters, or what have you.)
Whether there should be dues charged to the chapters is fundamentally a decisions for chapters to make. Let's let them make it directly, rather than through the Board.
So I propose to strike the first sentence of this section, and reword the second sentence. The new Article III, Section 3 would read as follows:
There shall be no payment or dues required for membership in the Organization.
Terminology: "national organization" vs. "Organization"
Article I says that the bylaws will refer to FreeCulture.org as "the Organization". However, this rule isn't applied consistently throughout the bylaws; several times, "the national organization" is used. This is inconsistent as well as potentially problematic, as it implies FreeCulture.org is a national organization as opposed to an international organization or an organization without regard for national borders.
The term "national organization" is used in: Article III, Section 2 (twice); and Article III, Section 4.
I propose we replace these references to "the national organization" with "the Organization". --Gavin 13:42, 22 July 2007 (JST)
Terminology: "bylaws" vs. "by-laws"
"Bylaws" is used in Article V. "By-laws" is used in Article III, Section 3. We should pick one or the other, and be consistent. I propose "bylaws" without the hyphen. --Gavin 13:44, 22 July 2007 (JST)
Name: "Students for Free Culture" vs. "FreeCulture.org"
I would love to change the name to "Students for Free Culture" (as per Article I), rather than "FreeCulture.org", as I have supported for some time.
Domain names aren't great for organization names; it makes us look like a Web site, rather than an organization. Even MoveOn.org, a model for our name at the time it was chosen, now is frequently referred to as simply "MoveOn". If we want to look like an "IRL" organization, rather than just a Web site, we should change the name.
There is decent public awareness, at least in our community, of the current name. However, I don't anticipate a name change being very damaging. Our domain name would stay the same; at worst, someone who knew the old name but not the new one would still find our Web site.
If we're changing the name, I like making "students" explicit because it's frequently unclear that FreeCulture.org is a student-based organization.
The new name is not a domain, it's clearer, and it's succinct. I support it. --Gavin 13:49, 22 July 2007 (JST)
Terminology: "Facilitator" vs. "Executive Director"
I don't like the title "executive director" for our staff person (though I do strongly support the idea of having a staff person).
Although "executive director" is a common title for the head of non-profit organizations, most of those organizations are staff-driven organizations. What role do EFF's members really have in deciding what EFF does? Does CC even have members? etc.
We're not a staff-driven organization, and I don't want us to be. We are, and should be, a chapter-based organization.
I don't want to have a staff person that "directs" the chapters -- that sounds like bossing them around. I want to have a staff person that helps the chapters: that takes care of administrivia and basic tasks needed to keep the organization going (the sort of tasks that volunteers don't like to do), coordinates volunteers, answers chapters' questions and helps them communicate & collaborate, etc. I want a staff person to be a facilitator.
So I propose that we replace all references in the bylaws to "Executive Director" with "Facilitator".
We may also need to re-jigger the job description in Article IV, Section 2 accordingly. --Gavin 13:57, 22 July 2007 (JST)
Organization structure: Revitalizing the Core Team
Problem with the system in the current bylaws
There's a major problem with the organization structure as laid out in the current bylaws, as I see it.
- There is a staff person (an "Executive Director", or as I prefer, a "Facilitator") to handle the day-to-day stuff, coordinate volunteers, and help chapters.
- There are volunteers, which (in communication with their team, at volunteers meetings or on the volunteers list, and/or with the Facilitator) handle the day-to-day decisions on the stuff they run.
- There is a Board of Directors to handle high-level decisions for the organization, as boards do. (Most boards of directors meet only 1 or 2 times a year; you can't be very agile or respond quickly at that rate. Even if our board is more hands-on, it shouldn't be meeting more frequently than once a month; the board needs to be free to focus on higher-level decisions, not micromanaging the organization. The current model of the board, the "working board" -- for which I claim my responsibility -- has failed pretty hard, both at getting things done and being transparent/open to the chapters and members.)
- There are chapters, which don't per se participate in directing the organization, aside from directing the Board of Directors, ratifying and amending the Bylaws.
If your Facilitator and volunteers are handling really minor decisions (like what stationary to buy), and the Board of Directors is handling very high-level decisions (like what the mission of the organization should be), and the chapters aren't directly involved... then who makes the meat-and-potatoes decisions in the middle? ("Soy-and-potatoes" for the vegetarians) By "medium-level decisions," I mean things like deciding: should we sign this statement? Should we join this organization? Should we start this new project?
The best answer I could come up with was "consensus". That's "consensus" in scare quotes because it's not really consensus: there's not a clearly-defined community that approves of something before it goes forward. Instead, it would "consensus" in the way the current organization runs on "consensus": you send an email to the chapters list, or the board of directors, or mention it in the IRC channel or at a meeting, and see how people respond. If a lot of people object, you probably don't go forward with it; if a lot of people like it, you move forward; if nobody says anything, maybe you assume it's OK, or maybe you assume it's not OK. That kind of "consensus" is really frustrating, because it's very unclear when a decision has been made; moreover, it's unclear how a decision is made, which discourages people from trying to use the process at all. I really think that, with our lack of structures for making decisions, we're preventing work from getting done, simply because people don't know how they'd do it and decide their time is better spent elsewhere.
That's not a satisfying answer, for me. So I got to thinking about the changes we're already proposing in these bylaws.
History of the problem
I realized that the way we used to do it, everything, both decisions and work, was done by the Core Team. The Core Team was a work-ocracy; if you did work, you were eligible to join the team and make decisions. Beyond that, there was no clear definition of membership. Decisions were made by "consensus," with no clear process of making decisions nor any hierarchy; work was done by volunteers, sometimes organized into teams (which may have had "leaders"), and something happened when someone was willing to spend their time on it. That means that a lot of decisions didn't get made, and it was frequently very unclear if a decision had been made; a lot of work didn't get done, and it frequently wasn't clear if work had been done or in progress.
The more recent system saw the Core Team fade into obscurity. Instead, the Board of Directors, with its clearly-defined membership, made decisions; however, the process of making decisions was the same "consensus". As for work, the board members did stuff sometimes, and some people helped with the Web stuff. Other than that, things pretty much didn't get done.
The bylaws as proposed continues to disaggregate decision-making from work-doing, by formalizing the role of the Board of Directors, and establishing a staff person (the "Executive Director", or "Facilitator" as I prefer). Recently, we've launched a mailing list for volunteers, and begun holding meetings for people interested in volunteering. I hope this trend will continue, and we'll continue to improve our tools and social structures to manage volunteers and encourage volunteerism. It strikes me that the volunteer list and meetings are, in essence, one half of the old Core Team. But in the proposed new structure, the other half -- the decision-making -- is nowhere to be found.
If we want to encourage broad-based input and participation from our members, and yet be agile enough to make decisions quickly, we need a level of decision-making between the Board and the Facilitator/volunteers -- we need a new Core Team. As with the Board and the Facilitator, we should separate the functions of decision-making and work-doing: the volunteers list and meetings will do work, and the Core Team will make the decisions. (Think like a Community Council, or similar.) To further improve on the problems that crippled the old Core Team, we should formalize both the membership and the decision-making process. That is, the Core Team should have a defined membership, and should make decisions by vote.
For the Core Team to be flexible enough to make decisions, it should meet about weekly. To have a defined membership, and yet be open to broad participation, we should set the barrier to membership as any member of a chapter, plus reasonable attendance requirements. For instance, you have to attend two consecutive meetings to join; if you miss two consecutive meetings, your membership is suspended. (To join again, simply attend two consecutive meetings again.) With these reasonable attendance requirements, we keep the membership limited to reasonably-active members, which is important to keep the team members limited to people reasonably aware of what's going on. Of course, any member of a chapter would be welcome to attend meetings or join the mailing list, and to speak at meetings or post on the mailing list, but only members of the Core Team would be eligible to vote. Decisions are made by majority vote of team members present and voting; then a decision is clearly made, and everyone can go on with their lives (and with implementing the decision thus made).
(For the record, I'm not attached to the name "Core Team," and if you have a better idea for a name, I'm happy to hear it.)
Here's a summary of the old way, the current way, the bylaws proposal, and my amended bylaws proposal.
(I'll post this later.)
Patch to the bylaws
Here's the patch I would apply to the bylaws:
(I'll post this later.)
To see these changes in the bylaws, see User:Gavinbaker/Bylaws3. To see a diff from the original bylaws draft, see (diff).
For simplicity's sake, please add comments about this proposed change to this page, not the Talk page on User:Gavinbaker/Bylaws3.
This is important
After talking this over with Nelson, he pretty much agrees with me on this (not to put words in his mouth or anything, heh). But I want to hear everyone's thoughts on this. I think this is the most important change needed for the bylaws to be workable.--Gavin 15:12, 22 July 2007 (JST)